LOAN AGREEMENT
THIS LOAN AGREEMENT (this "Agreement") dated this 18th day of April, 2005
BETWEEN:
Xxxxxx X. Xxxxxxxx or Nominee of 000, 000 - 00xx Xxxxxx X.X.,
Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
(the "Lender")
OF THE FIRST PART
AND
US Center for Energy Information Inc. (USCEI) of
00000 Xxxx Xxxxxxx Xxxxx, Xxxxxx, Xxxxx, XXX 00000
(the "Borrower" or "USCEI")
OF THE SECOND PART
IN CONSIDERATION OF the Lender loaning certain monies (the "Loan") to the
Borrower, and the Borrower repaying the Loan to the Lender, both parties agree
to keep, perform and fulfill the promises and conditions set out in this
Agreement:
Loan Amount & Interest
The Lender promises to loan eighty-five thousand ($85,000.00 ) USD, to the
Borrower and the Borrower promises to repay this principal amount to the Lender,
at 200, 724 - 11th Avenue S.W. Calgary, Alberta, Canada T2R 0E4 , or at such
address as may be provided in writing, with interest payable on the unpaid
principal at the rate of 5.25 percent per annum, calculated monthly not in
advance.
Payment
This Loan will be repaid in full on April 15, 2007.
Default
Notwithstanding anything to the contrary in this Agreement, if the Borrower
defaults in the performance of any obligation under this Agreement, then the
Lender may declare the principal amount owing under this Agreement at that time
to be immediately due and payable.
Additional Clauses
US Center for Energy Information Inc. (USCEI) is required to obtain a listing on
the OTC BB and must be trading before any funds are required to be advanced by
Xx. Xxxxxxxx.
The loan amount plus interest may be converted into shares of USCEI's Common
Stock at the due date by Xx. Xxxxx Xxxxxxxx at his discretion at fair market
value. Xx. Xxxxxxxx shall have demand registration rights for USCEI to register
the shares, at its sole expense, such that they become free trading.
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USCEI must receive the approval in writing from Xx. Xxxxx Xxxxxxxx before
spending any of these funds. The maximum funds available to the company per
month is $10,000.00 USD.
Uses of proceeds by USCEI are for Hardware and Equipment ($16,000.00 Max.),
Marketing ($24,000.00 Max.), Web Site Development ($5,000.00 Max.), Legal Costs
($30,000.00 Max.) and General Administrative Costs ($10,000.00 Max.) ONLY. ----
Proof of purchase, including any statements from the vendor, must be provided to
Xx. Xxxxx Xxxxxxxx for review.
Governing Law
This Agreement will be construed in accordance with and governed by the laws of
the Province of Alberta, Canada.
Costs
All costs, expenses and expenditures including, without limitation, the complete
legal costs incurred by enforcing this Agreement as a result of any default by
the Borrower, will be added to the principal then outstanding and will
immediately be paid by the Borrower.
Assignment
This Agreement will pass to the benefit of and be binding upon the respective
Nominee, Heirs, Executors, Administrators, Successors and assigns of the
Borrower. The Borrower waives presentment for payment, notice of non-payment,
protest, and notice of protest.
Amendments
This Agreement may only be amended or modified by a written instrument executed
by both the Borrower and the Lender.
Severability
The clauses and paragraphs contained in this Agreement are intended to be read
and construed independently of each other. If any part of this Agreement is held
to be invalid, this invalidity will not affect the operation of any other part
of this Agreement.
General Provisions
Headings are inserted for the convenience of the parties only and are not to be
considered when interpreting this Agreement. Words in the singular mean and
include the plural and vice versa. Words in the masculine mean and include the
feminine and vice versa.
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Entire Agreement
This Agreement constitutes the entire agreement between the parties and there
are no further items or provisions, either oral or otherwise.
IN WITNESS WHEREOF, the parties have duly affixed their signatures under hand on
this18th day of April, 2005.
/s/ Xxxxx Xxxxxxx /s/ Xxxxx Xxxxxxxx
----------------------------------- ----------------------------------------
Witness Xxxxxx X. Xxxxxxxx or Nominee
US Center for Energy Information Inc.
/s/ X.X. Xxxxxx /s/ Xxxx Xxxxxx
----------------------------------- ----------------------------------------
Witness President - Xx. Xxxx Xxxxxx
